Dhanashree Electronics Ltd Management Discussions

Your Directors are pleased to present the Management Discussion and Analysis Report for the financial year ended 31% March, 2023 as stipulated under Regulation 34 (2) (e) read with Schedule VB of SEBI (LODR) Regulations, 2015.

The management of the Company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the Company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company is engaged in manufacturing trading in electronic products and the outlook of the business seems to be encouraging over and above.

OVERALL REVIEW:

The Company has developed a strong product development road map with meaning ful innovations and consumer value propositions

The profit of the company for the year 2022-2023 has become Rs 26886.62(000) against Rs 19692.12(?‘000) in the year 2021-2022 .Profit before Tax for the year 2022- 2023 is Rs 36555.49 (‘000) against Rs 26389.81(000) in the year 2021-2022

OPPORTUNITIES AND THREATS:

OPPORTUNITIES:

Market Potential-There is lot of scope for improvement, alteration or changing or creating new investments. Scope for diversification into other products is very high. e? Exposure to export and domestic markets.

? Exporter-friendly government policies.

? Growing international and domestic markets.

? Growing Demand.

THREATS:

? Increase in competition.

? Customer & Geographical concentration.

OUTLOOK:

Dhanashree Electronics Limited remains confident of the long term growth prospects & opportunities ahead of it in its business and chosen customer segments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with its size and operations. Management has overall responsibility for the Companys Internal Control Systemto safeguard the assets and to ensure reliability of financial records.

Audit Committee reviews all financial statements and ensures adequacy of internal control systems.

DISCUSSIONS ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: During the year under review the revenue from operations has a substantial increase about 25.76% over that of the last year from Rs 480338.39 (000) to Rs 647086.59(000) and the corresponding Gross Profit for the Financial year was increased by 38.53% over that of the previous year i.e from Rs 26.389.81 to Rs 38.558.95. and correspondingly, net profit for the year after tax was increased by 36.54 % over that of the previous year from Rs 19692.12 (‘000) to Rs 26889.17(000)

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED: The employees are satisfied and having good relationship with the Management.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation of the continued support given by the several departments of the Government of India and the government of West Bengal, the companys bankers and the financial institutions, other agencies, Your Directors alsowish to place on record their deep appreciation for the services rendered by the officers and staff ofthe Company at all levels for their dedication and loyalty. Therelationship with the employees continues to be cordial.

For and on behalf of the Board

Madan Gopal Maheshwari (Director & Chairman DIN-00345482 Nitesh Kumar Toshniwal (Managing Director) DIN-00052422 Date: 14/08/2023

The names and categories of Directors on the Board and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies are given herein below. Other Directorships do not include directorships in Private Limited Companies, Section 8 Companies and Companies incorporated outside India. Chairmanships / Memberships of Board Committees include only Audit Committee and Stakeholders Relationship Committee.

Name of Directors	: Category	: DIN	No. of Directors : hip(s) held in other compani es includin lo] Dhanash ree Rlectroni cs Ltd	Attendan ce at Board Meetings	: Atten ded Last : AGM	: Committee positions : held in other : Companies including Dhanashree Electeronics Ltd Member : Chai rman
*Mr. Madan Gopal Maheshw ari	NonExecu tive Director : cum Chairman	: 0034 5482	1	yes	yes	1	0
*Mr.Risha v Shethia	: Independe : nt Director	: 1019 : 6319	1	NA	NA	0	0
Mr Rajesh Kumar	Independe nt Director	: 0005 : 2508	1	yes	yes	3	0
Chandak Mr.Vijay Kumar Sharma	: Independe nt Director	: 0005 : 2546	1	yes	yes	3	3
Mr.Nitesh Toshniwa I	: Managing : Director	: 0005 2422	1	yes	yes	0	0
Mrs Shruti Toshniwa I	Woman cum : Profession al Director	0165 4074	1	yes	yes	2	0

# Excluding Private Company, Foreign Companies, Section 8 Companies and Alternate Directorships

4 Includes only Audit Committee and Stakeholders Relationship Committee.and Nomination and Remuneration Committee

BOARD COMMITTEES:

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted 3 (three) Committees i.e. (i) Audit Committee(ii) Stakeholders Relationship Committee (ii)Nomination & Remuneration Committee. The Board determines the constitution, roles and terms of reference of the aforesaid committees.

AUDIT COMMITTEE:

The terms of reference of Audit Committee inter-alia covers all the matters specified under Section 177 of the Companies Act, 2013 and also all the matters listed under Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations. The Audit Committee reviews all the information that is required to be mandatorily reviewed by it under the corporate governance.

The Audit Committee of the company comprises of 3(Three) Directors, during financial year 2022-23, 4 Audit Committee Meetings were done

Name of Directors	Designation	No. of Held	Meetings : No. of Attended	Meetings
Mr.Vijay Kumar Sharma	: Chairman	4	4
Mr.RajeshKumar	Member	4	4
Chandak
Mrs. Shruti Toshniwal	Member	4	4

NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee has been constituted in compliance with Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. Theterms ofreference of nomination and remuneration committee are in conformity with the powers as stipulated in Regulation 19 read with Schedule Il Part D of the SEBI (LODR)Regulations, 2015 and Section 178 of the Companies Act,2013 and includes all such matters as may be directed by the board from time to time.

The Nomination and Remuneration Committee of the company comprises of 3(Three) Directors, during financial year 2022-23, 4 Meetings were done

Name of Directors	Designation	No. of Held	Meetings : No. of	Meetings Attended
Mr.Vijay Kumar Sharma	: Chairman	4	4
Mr.RajeshKumar Chandak	Member	4	4
MrMadanGopal Maheshwari	Member	4	4

STAKE HOLDER RELATIONSHIP COMMITTEE:

Terms of reference of Stake Holder Relationship Committee:

The Stake Holder Relationship Committee has been constituted in compliance with Section 178 of Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. Theterms of reference of nomination and remuneration committee are in conformity with the powers as stipulated in Regulation 20 of the SEBI (LODR) Regulations, 2015 and Section 178 of the Companies Act,2013 and includes all such matters as may be directed by the board from time to time.

The Stake holder relationship Committee of the company comprises of 3(Three) Directors, during financial year 2022-23, 4 Meetings were done

Name of Directors	Designation	No. of Held	Meetings : No. of	Meetings Attended
Mr.Vijay Kumar Sharma	: Chairman	4	4
Mr.RajeshKumar Chandak	Member	4	4
Mrs Shruti Toshniwali	Member	4	4

Remuneration policy for Executive and Non-Executive and Independent Directors are as follows:

Executive Directors:

The remuneration if payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the company, qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e, 10 % of net profit of the company calculated in the manner prescribed under the Companies Act, 2013 and subject to necessary approvals thereunder. The Nomination & Remuneration Committee ensures that remuneration, if any, payable to executive directors does not exceeds the prescribed limits.

Non - Executive and Independent Directors:

The Non-Executive and Independent Directors of the Company may be paid remuneration periodically or may be paid commission within the overall limit of 1% of the Net Profit of the Company calculated in the manner prescribed under the Companies Act, 2013 and subject to necessary approvals thereunder. In addition to commission if any, Non- Executive Directors are entitled to be paid sitting fees and actual reimbursement of expenses incurred for attending each meeting of the Board and Committees.

During the financial year under review no remuneration or payment were paid to the Directors. Remuneration paid to the Directors for the year ended on 31% March, 2023 is as follows: (Rs.)

Sr. No.	Name of Directors Commission	Sitting No. Shares	Salary Fees and Perquisites of Held
1	Mr. Nitesh Toshniwal	NIL	1200000	NIL	410512

Name and Designation of Compliance Officer:

Name-Mr Ananda Bhattacharyya

Designation- Company Secretary cum Compliance Officer

Status of Investors Complaints:

There are no pending investors complaints as on 31st March, 2023.

1. DISCLOSURES:

Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large: During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no materially significant transactions or arrangements entered into between the Company and the promoters, directors and management that may have potential conflict with the interest of the Company atlarge.

Disclosures on Compliance of Law:

There have been no instances of non-compliance on any matter with the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital market during the last three years.

Vigil Mechanism /Whistle Blower Policy:

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company www.rashmilighting.com

Code for Prevention of Insider Trading Practices:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading. The said code is posted on the website of the Company at www.rashmilighting.com

Details of compliance with mandatory requirements and adoption of discretionary requirements: All mandatory requirements have been complied with and the company has not adoptedany discretionary requirements.

VI. Policy for determining ‘material subsidiaries:

The Company has adopted Policy for determining material subsidiaries and the same isposted on the Companys website at www.rashmilighting.com,

VII. Code of Conduct:

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Companys website www.rashmilighting.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A eclaration in this regard signed by the Whole Time Director is given at the end of the Corporate Governance Report.

Vill. Familiarisation program for Independent Directors:

The Company has conducted familiarisation programmes for the Independent Directors with regards to their role, rights and responsibilities as Independent Directors. The Independent Directors are also regularly briefed on the nature of the Companys business model. The familiarization programs have been uploaded on the website of the Company at www.rashmilighting.com

2. GENERALBODY MEETINGS:

The location, date and time of the Annual General/Extra Ordinary General Meetings held during last 3 years along with Special Resolution(s) passed at these meetings areasunder:

Financial	Date and	Time	Venue	Special Resolution
Year Ended
31/03/22	30/09/22 a.m.	at 9.30	Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91	NIL
31/03/21	30/09/21 a.m,.	at 9.30	Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91	Special Resolution passed for altering the object clause of the Memorandum of Association of the company
31/03/20	30/09/20 9.30 a.m.	at	Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91	NIL

3. POSTAL BALLOT:

No special resolution was passed during the year 2022-2023 by way of postal ballot.

4. MEANS OF COMMUNICATION:

The results of the Company are submitted to the stock exchanges where the shares of the Company are listed and published in the Newspapers such as Echo of India (English) and in Arthick Lipil (vernacular) the approval of the Board. The results are also posted on the companys website. Whenever the company issues any press release, it is immediately sent to the Stock Exchanges as well as posted on the companys website.

5. GENERAL SHAREHOLDERS INFORMATION:

i.	: Date, Time and Venue of Shareholders	Date: 15/09/23 (Friday) Time: 09.30 a.m. Salt lake Electronics Complex Plot no-XI-16, Sector-
	Meeting:	V, BI-EP& GPKolkata-91
	Financial Year	2022-2023
	Book Closure	09/09/23 to 15/09/23
	Dividend	Nil
	Payments
	Date
	Corporate	L31103WB1987PLC042594
	Identification No.
ii.	: Name and address of Stock Exchange on which the Company is Listed:	1. BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code: 542679 2. The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700 001.
		Scrip Code :014039
	ISIN:	Equity-INE413F01016
	Website:	www.rashmilighting.com
	Name and address of	Maheshwari Datamatics Pvt Ltd
	Registrar & Share	23, R.N.Mukherjee Road, 5% Floor, Kolkata-1
	Transfer Agent:

1.Stock Market Data Relating to Equity Shares:

Month :	Open Price	High Price	Low Price	Close Price	No.of Shares
Apr-22	18.2	29.7	18.2	27.5	902374
May-22	27.85	28	18.6	20	568937
Jun-22	20	21.6	17.05	17.05	295948
Jul-22	16.3	23.85	16.3	22.4	150479
Aug-22	23.5	28.3	21.05	24.65	183284
Sep-22	24.05	24.5	18.65	20.25	81873
Oct-22	21.25	24.95	20.1	20.35	231018
Nov-22	21.35	23.8	19.5	19.5	162401
Dec-22	19.75	25.9	19.55	21.1	45052
Jan-23	21.15	25.9	21.1	23	111931
Feb-23	25.25	25.25	20.1	21.6	15936
Mar-23	21.6	24.7	18.11	235	35858
Apr-23	21.3	25	20.8	24.94	22491
May-23	25	28.49	21.05	24.1	24620
Jun-23	24.05	31.5	22.16	29.85	55295
Jul-23	29.7	33	25.35	29.99	281858
Aug-23	31.5	47.25	28.01	16.4	48463

Share Transfer System:

All share transfer request and request for transmission / transposition etc. subject to correctness and completion of all documents would normally be registered and returned within fifteen days from the date of receipt by M/s. Niche Technologies Pvt. Ltd., the Registrars and Share Transfer Agents.

Distribution of Shareholding as on 31% March, 2023:

Distribution Schedule of Shares of the Company as on 31/03/2023

Share Holding	No of Holders	%	No of Shares	%
Upto 50	578	39.9447	4864	0.0343
51 to 100	83	5.7360	7258	0.0511
101 to 150	21	1.4513	2610	0.0184
151 to 250	45	3.1099	9097	0.0641
251 to 500	421	29.0947	173269	1.2211
501 to 5000	214	14.7892	288544	2.0334
Above 5000	85	5.8742	13704358	96.5776
Grand Total	1447	100.0000	14190000	100.0000

 

	No of Holders	%	No of Shares	%
Share Holding
Upto 500	1148	79.3366	197098	1.3890
501 to 1000	126	8.7077	102846	0.7248
1001 to 2000	57	3.9392	87094	0.6138
2001 to 3000	19	1.3131	47559	0.3352
3001 to 4000	5	0.3455	18853	0.1329
4001 to 5000	7	0.4838	32192	0.2269
5001 to 10000	18	1.2440	140212	0.9881
Above 10000	67	4.6303	13564146	95.5895
Grand Total	1447	100.0000	14190000	100.0000

 

Notional Value of (Rs.)	No of Holders	%	Amount (Rs.)	%
Upto 5000	1148	79.3366	1970980	1.3890
5001 to 10000	126	8.7077	1028460	0.7248
10001 to 20000	57	3.9392	870940	0.6138
20001 to 30000	19	1.3131	475590	0.3352
30001 to 40000	5	0.3455	188530	0.1329
40001 to 50000	7	0.4838	321920	0.2269
50001 to 100000	18	1.2440	1402120	0.9881
Above 100000	67	4.6303	135641460	95.5895
Grand Total	1447	100.0000	141900000	100.0000

I. Dematerialization of Shares & Liquidity:

Under the Depository system, the ISIN allotted to Companys Equity Shares is L31103WB1987PLC042594

Particulars	No. of Shares	Percentage
NSDL	12636128	21.96%
CDSL	1174972	46.99%
Physical	378900	31.03%
Total	14190000	100.00%

As at March 31, 2023, 68.95 % of the Equity Share Capital is held in electronic form.

Outstanding Convertible Securities:

The Company has not issued any Convertible Securities in the past and hence as on March 31, 2023, the Company does not have any outstanding convertible Securities.

Commodity price risk or foreign exchange risk and hedging activities:

The Company is not materially exposed to commodity price risk. The company also doesnot carry out any commodity hedging activities.